Beijing-based Saimo (02571) released its amended Articles of Association, approved at the 24 June 2026 annual general meeting, detailing the company’s latest corporate governance structure, share capital composition and shareholder rights.
Key points include:
1. Capital Structure • Registered capital stands at RMB 133.33 million, divided into 133,333,400 ordinary shares with a par value of RMB 1 each. • 100 million shares (75.00%) remain unlisted onshore, while 33.33 million H-shares (25.00%) have traded on the Hong Kong Stock Exchange since 15 January 2025. • Twelve original promoters collectively subscribed 100 million shares at incorporation on 16 October 2022; the two largest—Space Technology (Beijing) Co., Ltd. and Saidi Testing and Certification Center Co., Ltd.—each hold just over 28 million shares.
2. Share Governance • One ordinary share equals one vote; cumulative voting is permitted for director and supervisor elections. • Share transfers are unrestricted unless subject to legal lock-ups: founders’ shares are non-transferable for one year from listing, and directors, supervisors and senior management face a 25% annual transfer cap during their terms. • Share repurchases are allowed under specific circumstances such as capital reduction, employee incentives or bond conversions, with a 10% cap of issued shares for certain buy-back purposes.
3. Board and Committees • The board comprises nine directors, including three independent non-executive directors (one resident in Hong Kong). • Special committees—strategy, audit, nomination, remuneration and appraisal—operate under the board; independent directors hold the majority on all but the strategy committee. • The chairman presides over both shareholder and board meetings, aided by up to two vice-chairmen.
4. Supervisory and Management Structure • A three-member supervisory committee monitors financial reporting and director conduct; at least one-third are employee representatives. • The general manager serves as the legal representative and, together with deputy general managers, the chief financial officer and the board secretary, constitutes senior management. • Senior management appointments and dismissals rest with the board of directors.
5. Profit Distribution and Reserves • At least 10% of after-tax profit is allocated to the statutory reserve until it reaches 50% of registered capital. • Dividends may be paid in cash, shares or a combination, and interim distributions are permitted. • Remaining profits are distributed pro rata after covering losses and statutory allocations; treasury shares receive no dividends.
6. Disclosure and Meetings • Annual results must be prepared within four months of year-end and interim results within two months of half-year-end. • Shareholders can requisition extraordinary general meetings when holding at least 10% of voting shares; meetings may be physical, virtual or hybrid to facilitate participation.
7. Legal and Administrative Details • Company name: Beijing Saimo Technology Co., Ltd. • Address: Room 401, 4/F, No. 66 Zizhuyuan Road, Haidian District, Beijing 100080. • The Articles emphasize compliance with PRC Company Law, Securities Law, and Hong Kong Listing Rules; Chinese text prevails in case of discrepancies with other language versions.
The revised Articles provide an updated, comprehensive framework aimed at enhancing transparency, protecting shareholder rights and aligning Saimo’s governance with both mainland and Hong Kong regulatory standards.
Comments